Teads CEO shares withheld for tax obligations

Teads Holding Co. Chief Executive Officer David Kostman reported routine share dispositions tied to tax withholding, not open-market trading.

Rhea-AI Filing Summary

Teads Holding Co. Chief Executive Officer David Kostman reported routine share dispositions tied to tax withholding, not open-market trading. On June 5, 2026, a total of 42,997 shares of Common Stock were withheld by the company to cover tax obligations.

The footnotes explain these shares were withheld upon vesting and settlement of restricted stock units and performance stock units under Teads’ equity incentive plans in transactions exempt under Rule 16b-3. These events reflect compensation-related tax payments while Kostman continues to hold a large remaining equity position.

Insider Trade Summary

Exercise Price or Tax Liability: 42,997 shares

Exercise Price or Tax Liability 3 txns

Insider Kostman David

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	28,411	$1.22	$35K
Exercise Price or Tax Liability	Common Stock	7,870	$1.15	$9K
Exercise Price or Tax Liability	Common Stock	6,716	$1.15	$8K

Holdings After Transaction: Common Stock — 1,510,440 shares (Direct)

Footnotes (3)

1. F1. Shares withheld by the Issuer to cover tax obligations arising upon vesting and settlement of restricted stock units under the Issuer's 2007 Omnibus Securities and Incentive Plan in a transaction exempt under Rule 16b-3.
2. F2. Shares withheld by the Issuer to cover tax obligations arising upon vesting and settlement of restricted stock units under the Issuer's 2021 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3.
3. F3. Shares withheld by the Issuer to cover tax obligations arising upon vesting and settlement of performance stock units under the Issuer's 2021 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3.

Key Figures

Shares withheld for taxes: 42,997 shares Tax-withholding block 1: 6,716 shares at $1.15/share Tax-withholding block 2: 7,870 shares at $1.15/share +2 more

5 metrics

Shares withheld for taxes 42,997 shares Common Stock withheld for tax obligations on June 5, 2026

Tax-withholding block 1 6,716 shares at $1.15/share Common Stock tax-withholding disposition, direct ownership

Tax-withholding block 2 7,870 shares at $1.15/share Common Stock tax-withholding disposition, direct ownership

Tax-withholding block 3 28,411 shares at $1.22/share Common Stock tax-withholding disposition, direct ownership

Post-transaction holdings example 1,525,026 shares Common Stock held directly after one reported transaction

Key Terms

restricted stock units, performance stock units, Rule 16b-3, tax-withholding disposition, +1 more

5 terms

restricted stock units financial

"arising upon vesting and settlement of restricted stock units under the Issuer's 2007 Omnibus Securities and Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance stock units financial

"arising upon vesting and settlement of performance stock units under the Issuer's 2021 Long-Term Incentive Plan"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Rule 16b-3 regulatory

"in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition for Common Stock on June 5, 2026"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Long-Term Incentive Plan financial

"under the Issuer's 2021 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Teads (TEAD) CEO David Kostman report in this Form 4?

Teads CEO David Kostman reported share dispositions related to tax withholding, not open-market sales. On June 5, 2026, 42,997 Common Stock shares were withheld by the company to cover tax obligations from equity awards vesting.

How many Teads (TEAD) shares were withheld for taxes in the latest filing?

A total of 42,997 Teads Common Stock shares were withheld to satisfy tax obligations. These withholdings were tied to vesting and settlement of restricted stock units and performance stock units under Teads’ equity incentive plans.

At what prices were Teads (TEAD) shares withheld for tax obligations?

The filing shows tax-withholding dispositions at prices of $1.15 and $1.22 per share. Smaller blocks at $1.15 and a larger block at $1.22 reflect different equity award vesting events on the same date.

Were Teads (TEAD) CEO’s transactions open-market sales or tax withholding?

The transactions were tax-withholding dispositions, not open-market sales. Shares were withheld by Teads to cover tax liabilities arising from vesting and settlement of restricted and performance stock units, in transactions exempt under Rule 16b-3.

Which Teads (TEAD) equity plans are referenced in David Kostman’s Form 4?

The Form 4 references Teads’ 2007 Omnibus Securities and Incentive Plan and its 2021 Long-Term Incentive Plan. Shares were withheld to pay taxes on vested restricted stock units and performance stock units granted under these plans.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/09/2026 - 05:00 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kostman David

(Last) (First) (Middle)

111 WEST 19TH STREET

(Street)

NEW YORK NEW YORK 10011

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Teads Holding Co. [ TEAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/05/2026		F		28,411(1)	D	$1.22	1,525,026	D
Common Stock	06/05/2026		F		7,870(2)	D	$1.15	1,517,156	D
Common Stock	06/05/2026		F		6,716(3)	D	$1.15	1,510,440	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld by the Issuer to cover tax obligations arising upon vesting and settlement of restricted stock units under the Issuer's 2007 Omnibus Securities and Incentive Plan in a transaction exempt under Rule 16b-3.

2. Shares withheld by the Issuer to cover tax obligations arising upon vesting and settlement of restricted stock units under the Issuer's 2021 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3.

3. Shares withheld by the Issuer to cover tax obligations arising upon vesting and settlement of performance stock units under the Issuer's 2021 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3.

Remarks:

	/s/ Veronica Gonzalez, as attorney-in-fact	06/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)